Example ContractsClausesbenefit of guaranty; assignmentVariants
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Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of # any and all existing and future Obligations including any and all indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Agent and/or Lenders (collectively, the Agent, Lenders, and any Person who was a Lender or an Affiliate of a Lender at the time such Lender or Affiliate and a Loan Party entered into a Swap Contract entered into in connection with the Loans shall be referred to herein as the “Secured Parties”) arising under the Credit Agreement, the Loan Documents, any Swap Contracts, [[Sections 2, 10 and 17]7]7]] of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Agent in connection with the collection or enforcement thereof) and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrowers under the Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrowers of any proceeding under any Debtor Relief Laws and # any and all debts, liabilities, obligations, covenants and duties of any Loan Party arising under any Swap Contract entered into in connection with the Loans by any Loan Party with respect to a Person who is a Credit Party or an Affiliate of a Secured Party at the time such Swap Contract was entered into (whether or not such Secured Party or Affiliate thereof ceases to be a party to the Credit Agreement) (collectively, the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. The Agent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive (absent manifest error) for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defense that the Guaranteed Obligations have been fully and finally performed and paid). Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.

Guaranty. The

Each Guarantor hereby absolutely and unconditionallyunconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of # any and all existingSecured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that # the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and future Obligations including any and all indebtedness and liabilities# the liability of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise,each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Borrowers toBankruptcy Code of the Agent and/United States or Lenders (collectively, the Agent, Lenders, and any Person who was a Lender or an Affiliatecomparable provisions of a Lender at the time such Lender or Affiliate and a Loan Party entered into a Swap Contract entered into in connection with the Loans shall be referred to herein as the “Secured Parties”) arising under the Credit Agreement, the Loan Documents, any Swap Contracts, [[Sections 2, 10 and 17]7]7]] of this Guaranty, any other instruments, agreementsapplicable state law or other documentsApplicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any kindsuch indebtedness, obligations, and liabilities, or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Agent in connection with the collection or enforcement thereof) and whether recovery upon such indebtedness and liabilitiesportion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrowers under the Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrowers of any proceeding under any Debtor Relief Laws and # any and all debts, liabilities, obligations, covenants and duties of any Loan Party arising under any Swap Contract entered into in connection with the Loans by any Loan Party with respect to a Person who is a Credit Party or an Affiliate of a Secured Party at the time such Swap Contract was entered into (whether or not such Secured Party or Affiliate thereof ceases to be a party to the Credit Agreement) (collectively, the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations.Laws. The Agent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantoreach Guarantor, and conclusive (absent manifest error) for the purpose of establishing the amount of the GuaranteedSecured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the GuaranteedSecured Obligations or any instrument or agreement evidencing any GuaranteedSecured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the GuaranteedSecured Obligations which might otherwise constitute a defense to the obligations of the GuarantorGuarantors, or any of them, under this Guaranty, and theeach Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defense that the Guaranteed Obligations have been fully and finally performed and paid). Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.foregoing.

Guaranty. The

Each Guarantor hereby absolutely and unconditionallyunconditionally, jointly and severally guarantees, as a primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of # any and all existingSecured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that # the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and future Obligations including any and all indebtedness and liabilities# the liability of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise,each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Borrowers to the Agent and/or Lenders (collectively, the Agent, Lenders, and any Person who was a Lender or an Affiliate of a Lender at the time such Lender or Affiliate and a Loan Party entered into a Swap Contract entered into in connection with the Loans shall be referred to herein as the “Secured Parties”) arising under the Credit Agreement, the Loan Documents, any Swap Contracts, [[Sections 2, 10 and 17]7]7]] of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Agent in connection with the collection or enforcement thereof) and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrowers under the Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief lawsCode of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrowersany comparable provisions of any proceeding under any Debtor Relief Laws and # any and all debts, liabilities, obligations, covenants and duties of any Loan Party arising under any Swap Contract entered into in connection with the Loans by any Loan Party with respect to a Person who is a Credit Party or an Affiliate of a Secured Party at the time such Swap Contract was entered into (whether or not such Secured Party or Affiliate thereof ceases to be a party to the Credit Agreement) (collectively, the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations.applicable state law. The Agent’s and/or Lenders’ books and records showing the amount of the GuaranteedSecured Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantoreach Guarantor, and conclusive (absent manifest error) for the purpose of establishing the amount of the GuaranteedSecured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the GuaranteedSecured Obligations or any instrument or agreement evidencing any GuaranteedSecured Obligations, or by the existence, validity, enforceability, perfection, non-non‑perfection or extent of any collateral therefor, or by any fact or circumstance relating to the GuaranteedSecured Obligations which might otherwise constitute a defense to the obligations of the Guarantor, or any of them, under this Guaranty, and theeach Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defense that the Guaranteed Obligations have been fully and finally performed and paid). Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.foregoing.

Guaranty. The

Each Guarantor hereby absolutely and unconditionallyunconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of # any and all existingObligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that # the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and future Obligations including any and all indebtedness and liabilities# the liability of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise,each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Borrowers toBankruptcy Code of the Agent and/United States or Lenders (collectively, the Agent, Lenders, and any Person who was a Lender or an Affiliatecomparable provisions of a Lender at the time such Lender or Affiliate and a Loan Party entered into a Swap Contract entered into in connection with the Loans shall be referred to herein as the “Secured Parties”) arising under the Credit Agreement, the Loan Documents, any Swap Contracts, [[Sections 2, 10 and 17]7]7]] of this Guaranty, any other instruments, agreementsapplicable state law or other documentsApplicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any kindsuch indebtedness, obligations, and liabilities, or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Agent in connection with the collection or enforcement thereof) and whether recovery upon such indebtedness and liabilitiesportion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrowers under the Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrowers of any proceeding under any Debtor Relief Laws and # any and all debts, liabilities, obligations, covenants and duties of any Loan Party arising under any Swap Contract entered into in connection with the Loans by any Loan Party with respect to a Person who is a Credit Party or an Affiliate of a Secured Party at the time such Swap Contract was entered into (whether or not such Secured Party or Affiliate thereof ceases to be a party to the Credit Agreement) (collectively, the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations.Laws. The Administrative Agent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantoreach Guarantor, and conclusive (absent manifest error) for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the GuarantorGuarantors, or any of them, under this Guaranty, and theeach Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defense that the Guaranteed Obligations have been fully and finally performed and paid). Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.foregoing.

Guaranty. The

SECTION #Guaranty. Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby absolutelyagrees that it is jointly and unconditionally guarantees,severally liable for, and, as a guaranty of payment and performanceprimary obligor and not merely as a guaranty of collection,surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demandacceleration or otherwise, and at all times thereafter, of # anythe Secured Obligations and all existingreasonable and future Obligations including anydocumented out-of-pocket costs and expenses including, without limitation, all indebtednesscourt costs and liabilities of every kind, natureattorneys’ and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Agent and/or Lenders (collectively, the Agent, Lenders, and any Person who was a Lender or an Affiliate of a Lender at the time such Lender or Affiliate and a Loan Party entered into a Swap Contract entered into in connection with the Loans shall be referred to herein as the “Secured Parties”) arising under the Credit Agreement, the Loan Documents, any Swap Contracts, [[Sections 2, 10 and 17]7]7]] of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’paralegals’ fees and expenses paid or incurred by the AgentAdministrative Agent, the Issuing Banks and the Lenders (limited, in connectionthe case of attorneys’ and paralegals’ fees and expenses to one counsel for all Secured Parties (and, if reasonably necessary, a single local counsel for all Secured Parties taken as a whole in each relevant jurisdiction) and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, # one firm of local counsel in each relevant jurisdiction and # any special regulatory counsel) to each group of affected Secured Parties similarly situated taken as a whole and any other counsel retained with the collectionBorrower’s consent, such consent not to be unreasonably withheld or enforcement thereof) and whether recovery upon such indebtedness and liabilities may bedelayed) in endeavoring to collect all or hereafter become unenforceableany part of the Secured Obligations from, or shall be an allowed or disallowed claim underin prosecuting any proceeding or case commenced by or againstaction against, the Guarantor or the Borrowers under the Bankruptcy Code,Borrower, any successor statuteLoan Guarantor or any other liquidation, conservatorship, bankruptcy, assignment for the benefitguarantor of creditors, moratorium, rearrangement, receivership, insolvency, reorganization,all or similar debtor relief lawsany part of the United States or other applicable jurisdictions from timeSecured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”; provided, however, that the definition ofGuaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to time in effect and affecting the rightssupport, as applicable) any Excluded Swap Obligations of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrowerssuch Loan Guarantor for purposes of determining any proceeding under any Debtor Relief Laws and # any and all debts, liabilities, obligations, covenants and dutiesobligations of any Loan Party arising under any Swap Contract entered into in connection with the Loans by anyGuarantor). Each Loan Party with respect to a Person who is a Credit Party or an Affiliate of a Secured Party at the time such Swap Contract was entered into (whether or not such Secured Party or Affiliate thereof ceases to be a party to the Credit Agreement) (collectively, the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. The Agent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive (absent manifest error) for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defensefurther agrees that the Guaranteed Obligations have been fullymay be extended or renewed in whole or in part without notice to or further assent from it, and finally performedthat it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and paid). Anything contained herein to the contrary notwithstanding, the obligationsmay be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.Guaranteed Obligations.

SECTION # Guaranty. TheEach Loan Guarantor (other than those that have delivered a separate Guaranty) hereby absolutelyagrees that it is jointly and unconditionally guarantees,severally liable for, and, as a guaranty of payment and performanceprimary obligor and not merely as a guaranty of collection,surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demandacceleration or otherwise, and at all times thereafter, of # anythe Secured Obligations and all existingcosts and future Obligations including anyexpenses, including, without limitation, all court costs and all indebtednessattorneys’ and liabilitiesparalegals’ fees (including allocated costs of every kind, naturein-house counsel and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Agent and/or Lenders (collectively, the Agent, Lenders, and any Person who was a Lender or an Affiliate of a Lender at the time such Lender or Affiliate and a Loan Party entered into a Swap Contract entered into in connection with the Loans shall be referred to herein as the “Secured Parties”) arising under the Credit Agreement, the Loan Documents, any Swap Contracts, [[Sections 2, 10 and 17]7]7]] of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ feesparalegals) and expenses paid or incurred by the AgentAdministrative Agent, the Issuing Bank and the Lenders in connection withendeavoring to collect all or any part of the collectionSecured Obligations from, or enforcement thereof) and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim underin prosecuting any proceeding or case commenced by or against theaction against, any Borrower, any Loan Guarantor or the Borrowers under the Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefitguarantor of creditors, moratorium, rearrangement, receivership, insolvency, reorganization,all or similar debtor relief lawsany part of the United States or other applicable jurisdictions from timeSecured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”; provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to time in effect and affecting the rightssupport, as applicable) any Excluded Swap Obligations of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrowerssuch Loan Guarantor for purposes of determining any proceeding under any Debtor Relief Laws and # any and all debts, liabilities, obligations, covenants and dutiesobligations of any Loan Party arising under any Swap Contract entered into in connection with the Loans by anyGuarantor). Each Loan Party with respect to a Person who is a Credit Party or an Affiliate of a Secured Party at the time such Swap Contract was entered into (whether or not such Secured Party or Affiliate thereof ceases to be a party to the Credit Agreement) (collectively, the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. The Agent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive (absent manifest error) for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defensefurther agrees that the Guaranteed Obligations have been fullymay be extended or renewed in whole or in part without notice to or further assent from it, and finally performedthat it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and paid). Anything contained herein to the contrary notwithstanding, the obligationsmay be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.Guaranteed Obligations.

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